United states

 

II-5

Table of Contents

Signature		Title		Date
* Daniel G. Weiss		Director		July 11, 2016

 

*	Pursuant to Power of Attorney
By:			/s/ Steven C. Lockard
			Steven C. Lockard

 

II-6

Table of Contents

Exhibit Index

 

Number		Description
1.1*		Form of Underwriting Agreement
3.1*		Tenth Amended and Restated Certificate of Incorporation of the Registrant, as amended and currently in effect
3.2*		Form of Amended and Restated Certificate of Incorporation of the Registrant
3.3**		Amended and Restated By-laws of the Registrant, as currently in effect
3.4*		Form of Second Amended and Restated By-laws of the Registrant
4.1*		Specimen Stock Certificate
4.2**		Third Amended and Restated Investor Rights Agreement by and among the Registrant and the investors named therein, dated June 17, 2010, as amended
4.3**		Third Amended and Restated Right of First Refusal, Co-Sale and Voting Agreement by and among the Registrant and the investors named therein, dated June 17, 2010, as amended
4.4**		Form of Series B Warrant
4.5**		Form of Common Warrant
5.1*		Opinion of Goodwin Procter LLP
10.1**‡		2008 Stock Option and Grant Plan, as amended by Amendment No. 1, dated August 14, 2008 and Amendment No. 2, dated December 30, 2008, and forms of award agreements thereunder
10.2**‡		Amended and Restated 2015 Stock Option and Incentive Plan and forms of award agreements thereunder
10.3**†		Financing Agreement between the Registrant, Highbridge Principal Strategies, LLC and the other parties named therein, dated August 19, 2014, as amended
10.4**		Senior Redeemable Preferred Stock Purchase Agreement by and among the Registrant and the investors named therein, dated March 24, 2011, as amended
10.5**		Super Senior Redeemable Preferred Stock Purchase Agreement by and among the Registrant and the investors named therein, dated May 9, 2014
10.6**		Super Senior Redeemable Preferred Stock Purchase Agreement by and among the Registrant and the investors named therein, dated June 30, 2014
10.7**†		Supply Agreement between General Electric International, Inc. and TPI Kompozit Kanat Sanayi ve Ticaret A.S., entered into as of December 21, 2011, as amended
10.8**†		Supply Agreement between General Electric International, Inc. and TPI Iowa, LLC, entered into as of September 6, 2007, as amended
10.9**†		Supply Agreement between General Electric International, Inc. and TPI China, LLC, entered into as of January 1, 2007, as amended
10.10**†		Supply Agreement between General Electric International, Inc. and TPI Mexico, LLC, entered into as of October 18, 2013, as amended
10.11**		Lease between TPI Iowa, LLC and Opus Northwest L.L.C., dated November 13, 2007, as amended
10.12**		Commencement Date Memorandum between TPI Iowa LLC and Opus Northwest, L.L.C., entered into as of July 25, 2008
10.13**		Lease between TPI Kompozit Kanat Sanayi ve Ticaret A.S. and Med Union Containers A.S., dated March 16, 2012

 

II-7

Table of Contents

Number		Description
10.14**		Lease between TPI Wind Blade Dafeng Company Limited and Jiangsu Erhuajie Energy Equipment Co., Ltd, dated November 27, 2013, as amended
10.15**		Lease between the Registrant (f/k/a LCSI Holding, Inc.) and Gainey Center II LLC, dated June 12, 2007, as amended
10.16**		Lease between TPI, Inc. (f/k/a TPI Composites, Inc.) and Borden & Remington Fall River LLC, dated as of December 1, 2008, as superseded by Standard Industrial Lease between TPI, Inc. and Borden & Remington Fall River LLC, dated June 28, 2010, as amended
10.17**		Lease between Composite Solutions, Inc. and TN Realty, LLC, dated September 30, 2004, as amended
10.18**		Lease between TPI-Composites S. de R.L. de C.V. and Deutsche Bank México, S.A. Institución de Banca Múltiple, Division Fiduciaria, as Trustee of Trust F/1638, dated April 15, 2013, as amended
10.19**		Lease between TPI-Composites S. de R.L. de C.V. and The Bank of New York Mellon, S.A., as Trustee in the Trust F/00335, dated September 25, 2013
10.20**		Lease between TPI Mexico, LLC and Trailer Transfer, Inc., dated October 16, 2013
10.21**		Lease between TPI Mexico, LLC and Lanestone 1, LLC, dated April 14, 2014
10.22**		Plant and Equipment Lease between TPI Composites (Taicang) Co., Ltd. and Suzhou Tianneng Power Wind Mold Co., Ltd, dated May 1, 2014
10.23**‡		Form of Employment Agreement between the Registrant and each of its executive officers
10.24**		Form of Indemnification Agreement
10.25**		Contract between TPI Composites (Taicang) Co. Ltd. and Mr. Jun Ji, dated August 4, 2015
10.26**		Lease between TPI Composites, S. de R.L. de C.V. and Vesta Baja California, S. de R.L. de C.V., dated November 20, 2015
10.27**		Lease between TPI Turkey IZBAS, LLC and Dere Konstruksiyon Demir Celik Insaat Taahhut Muhendislik Musavirlik Sanayi ve Ticaret Anonim Sirketi, dated December 9, 2015
10.28**		Lease between TPI Composites (Taicang) Co., Ltd. and Suzhou Suchen Chemical & Plastics Co., Ltd., dated August 5, 2014
10.29**		Lease between TPI Wind Blade Dafeng Co., Ltd. and Jiangsu Jianhao Transmission Machinery Co., Ltd., commencing January 1, 2016
10.30**		Lease between TPI Kompozit Kanat San. ve Tic. A.S. and BORO Insaat Yatirim Sanayi ve Ticaret A.S., dated October 16, 2015
10.31**		Sublease between TPI Inc. and Nordex Energy GmbH, dated April 24, 2015
10.32**†		Settlement Agreement and Release between the Registrant and Nordex SE, dated June 3, 2016
10.33*		Non-Employee Director Compensation Policy
10.34*		Senior Executive Cash Incentive Bonus Plan
21.1**		List of Subsidiaries
23.1*		Consent of KPMG LLP
23.2*		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1**		Power of Attorney (included in page II-5)

 

*	Filed herewith.

 

**	Previously filed.

 

†	Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act of 1933.

 

‡	Indicates compensatory plan or arrangement.

 

II-8

Exhibit 1.1

 

 

 

TPI Composites, Inc.

(a Delaware corporation)

[●] Shares of Common Stock

UNDERWRITING AGREEMENT

Dated: [●], 2016

 

 

 

TPI Composites, Inc.

(a Delaware corporation)

[●] Shares of Common Stock, par value $0.01 per share

UNDERWRITING AGREEMENT

[●], 2016

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

as Representatives of the several Underwriters

c/o        J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

TPI Composites, Inc., a Delaware corporation (the “Company”) confirms its agreement with J.P. Morgan Securities LLC (“JP Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P Morgan and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares of Common Stock. The aforesaid [●] shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the [●] shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-212093), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to